Sec Form 3/A Filing - Chang Jae @ GEN Restaurant Group, Inc. - 2023-06-27

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chang Jae 2. Issuer Name and Ticker or Trading Symbol GEN Restaurant Group, Inc. [ GENK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chief Executive Officer (Last) (First) (Middle) 11480 SOUTH STREET, SUITE 205 3. Date of Earliest Transaction (MM/DD/YY) 06/27/2023 (Street) CERRITOS, CA90703 4. If Amendment, Date Original Filed (MM/DD/YY) 06/27/2023 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Common Stock 2,772,151 D Class B Common Stock 2,095,495 I See footnote. ( 1 ) Class B Common Stock 2,849,474 I See footnote. ( 2 ) Class B Common Stock 1,533,575 I See footnote. ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Sec urity: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Units ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 2,772,151 D Class B Units ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 2,095,495 I See footnote. ( 1 ) Class B Units ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 2,849,474 I See footnote. ( 2 ) Class B Units ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 1,533,575 I See footnote. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chang Jae 11480 SOUTH STREET, SUITE 205 CERRITOS, CA90703 X X Co-Chief Executive Officer Signatures /s/ Thomas Croal, attorney-in-fact 07/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported on this row are held by Juhee Han, Mr. Chang's spouse. ( 2 )The securities reported on this row are held by JC Holding Group, LLC. Mr. Chang is the ultimate control person of JC Holding Group, LLC, and an indirect beneficial owner of these shares. Mr. Chang disclaims beneficial ownership of these shares except to the extent of his pecuniary interst therein. ( 3 )The securities reported on this row are held by JC Group International Holding Inc. Mr. Chang is the ultimate control person of JC Group International Holding Inc., and an indirect beneficial owner of these shares. Mr. Chang disclaims beneficial ownership of these shares except to the extent of his pecuniary interst therein. ( 4 )The Class B Units of GEN Restaurant Companies, LLC are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A Common Stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock will be automatically cancelled.

Remarks: This Form 3 amendment is being filed to correct an error in the recorded holdings of Mr. Chang and certain affiliates, and to correct the inadvertent omission of certain entities affiliated with Mr. Chang on the Form 3.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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